Loading...
R-2026-031 - 1/22/2026 RESOLUTION NO. R-2026-031 WHEREAS, the City of Round Rock ("City") desires to purchase digital content materials for the City's Public Library; and WHEREAS, Section 252.022(4) of the Texas Local Government states that expenditures for items available from only one source are exempt from competitive bidding requirements; and WHEREAS, OverDrive, Inc. is the sole source provider of the goods and/or services being purchased, as shown in Exhibit"A," and incorporated herein for all purposes; and WHEREAS,the City desires to enter into an Agreement with OverDrive,Inc.to purchase digital content materials,Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City an Agreement for Digital Library Services with OverDrive, Inc., a copy of same being attached hereto as Exhibit `B" and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date,hour,place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 22nd day of January, 2026. '14 - Al CItAlk N74OR4,XN, Mayor City Of Roun ock, Texas AM ATSWN�ANKLIN, City Clerk 0112.20262 EXHIBIT A City of Round Rock Purchasing J�OaNIIROCK Justification Form Date: 10/10/25 Department Library Name: To: Purchasing Requestor Brandon Rainer Name: Phone +1 (512)218-3283 Number: Instructions: Complete this form for all purchases that will exceed $3,000 and will be exempted from competition as prescribed in Texas Local Government Code Chapter 252.022. Attach additional information as needed to support the exemption request. The City declares the competitive bidding procedures in Texas Local Government Code Chapter 252 to be exempt for this procurement. This Justification Form is executed and filed with the Purchasing Division as follows: 1. The undersigned is authorized and certifies that the following exemption is applicable to this purchase. Please check the criteria listed below that applies to this purchase request: ❑X Sole Source (check one) ❑Items that are available from only one source because of patents, copyrights, secret process, or natural monopolies. ❑Films, manuscripts, or books. ❑Gas, water, and other utilities. ❑Captive replacement parts or components for equipment. EP Books, papers, and other library materials for a public library that are available only from the persons holding the exclusive rights to the materials. ❑ Goods Purchased for Subsequent Retail Sale o A procurement of goods being purchased for subsequent resale by the City. ❑ Public Calamity o A procurement made because of a public calamity that requires the immediate appropriation of money to relieve the necessity of the municipality's residents or to preserve the property of a municipality. ❑ Public Health and Safety o A procurement necessary to preserve or protect the public health or safety of the municipality's residents. ❑ Unforeseen Damage A procurement necessary because of unforeseen damage to public machinery, equipment, or other property. 1 � ❑ Personal, Professional or Planning Services A procurement of personal, professional, or planning services ❑ Other o Cite the applicable Texas Local Government Code Chapter 252 exemption in the justification box below. 2. Justification: Describe in detail below why an exemption according to Section 252.022 of the Local Government Code is being submitted for this purchase. (Attach additional pages if needed) OverDrive, Inc. uniquely provides a unified, customizable.. and user-friendly digital lending platform. As the sole source provider of this comprehensive service, OverDrive enables institutions to lend eBooks, audiobooks, streaming videos, and digital magazines to authorized users. The library has relied on OverDrive's platform for over five years with proven stability and reliability, making it impractical to consider alternative providers. 3. Attach and submit the following documentation that supports this justification as applicable. • Vendor's proposal/quote. ®Attach Vendor Proposal/Quote • If sole source a Manufacturer's letter declaring the purchase is sole source and why. The letter should be no older than 6 months old and signed by an authorized representative on company letterhead. 4. Because the above facts and supporting documentation the City of Round Rock exempts this procurement from LGC Chapter 252 and intends to contract with: Vendor Name: OverDrive, Inc. Description: Digital library lending services 5. Check the purchase type and fill in the dollar amount and purchase term as applicable: ❑ This is a one-time purchase request for $ x❑ This is a term contract request for 60 (#months) in the amount of$ 960,000.00 Purchasing Office/ �� 10/13/2025 Management Review: Purchaser/Purchasing Management(over $50,000) Date M. d�cervi 10/13/2025 Approved by: M,Che11e Cervantes(Od 13,202507 06.03 CDT'. Department Manager, Asst Director, or Director Date Michelle Cervantes 21 OverDriver OverDrive Digital Library Reserve Order Form Library Information Name of Library: Round Rock Public Library System Address: 216 E. Main Ave. City,State/Province,Postal Code: Round Rock,TX 78664 Country: USA Primary Contact Name: Title: Telephone: Email: Accounting Contact(all invoices will be emailed to the contact listed below): Name: Title: Telephone: Email: Bill To Address: City,State/Province,Postal Code: Country: OverDrive sends emails about promotions,new products and services. By checking this box,you consent to receiving OverDrive's communications and promotional emails to your Primary Contact email address. These emails also include an easy method to manage your subscription(s), including unsubscribing to future emails. Annual Fee My Library will be invoiced an Annual Fee of$12,000(USD).The Annual Fee includes an allocation of$8,000(USD)to use toward the selection of Digital Content. In addition to the Annual Fee, Library requests to be invoiced in the amount of$ (USD)to be put on deposit with OverDrive for future Digital Content purchases. All payments due to OverDrive under this Agreement are due within thirty(30)days of presentation of invoice. OverDrive Terms and Conditions: The Initial Term of this Agreement shall be for a twenty four(24)month term,commencing on October 1,2025. This Agreement shall automatically renew for successive terms of twelve(12)consecutive month terms unless either party provides written notice of intention not to renew ninety(90)days prior to the expiration of the then-current term. OverDrive Digital Library Reserve is licensed pursuant to the OverDrive Digital Library Reserve Access Agreement, available at http://www.overdrive.com/dIr-aa.pdf,the terms of which are incorporated herein and may be modified from time to time. Acknowled¢ement and Acceptance: On behalf of my Library, I represent and warrant that I have the authority to enter into this Agreement and my signature below indicates my Library's agreement and acceptance of the OverDrive Digital Library Reserve Access Agreement. By(signature) Title Name(Print) Date Please complete this order form and return by email to your OverDrive Account Manager. Thank you for your order! ©2023 OverDrive,Inc. • One OverDrive Way • Cleveland,OH 44125 • P:+1216-573-6886 • F:+1216-573-6889 Page 1 of 1 Vendor states In included email to use this page from previous contract Exhibit "A" OverDrive Dieital Library features included with Annual Fee: Thousands of classic eBooks from Project Gutenberg—free Web-based staff training to use collection development tools in OverDrive's Marketplace catalog of 700,000+popular&educational eBooks,au_diobooks,&video Magazines and comics Library-branded website plus system-wide updates Authentication options _ Web-based staff training—lead by expert trainer(live) Web-based staff training—access to online Learning Center(recordings) Reporting module Customizable marketing resources to promote service to staff and community both inside& outside the library Secondary-level user support OverDrive apps for eBooks,audiobooks,video Support for Kindle*(US only),and iPad*,plus all major devices Configuration and license fee Third-parry licenses for digital rights management Maintenance,hosting&support services Bandwidth for all downloads Please complete this order form and return by fax to+1216-573-6889 or email to sales(aDoverdrive.com. Thank you for your order 9)2020 OverDrive,Inc. • One OverDrive Way • Cleveland,OH 44125 • P:+1216-S73-6886 F:+1216-573-6889 Page 2of2 August 1,2025 OverDrive' Rhonda Kuiper Round Rock Public Library 200 E. Liberty Avenue Round Rock,TX 78664 RE:OverDrive as a sole source provider Dear Rhonda: OverDrive, Inc.uniquely provides a series of digital library services that enable institutions to lend popular ebooks,digital audiobooks,streaming video,and digital magazines to their authorized users via a single platform. Available from OverDrive as a sole source provider,we offer a comprehensive suite of services that includes: • A customized website for libraries and the award-winning, proprietary Libby app for patrons to access digital content • OverDrive's proprietary browser-based formats for digital content,OverDrive Read for ebooks and OverDrive Listen for audiobooks • OverDrive's proprietary online Marketplace for content ordering,content management,and customized usage reports • OverDrive's proprietary Local Content feature,which enables institutions to upload locally produced and self-published digital content for lending to their users,with lending polices set by the institution • OverDrive's proprietary Public Library Connect feature,which leverages cooperation between OverDrive's library and school customers to enable students to access their public library's digital content collection via OverDrive's student reading app,Sora • OverDrive's Notify Me feature,which enables patrons to express interest in a title not currently offered by their library • OverDrive APIs,available via the OverDrive Developer Portal,which allow for deep integration of digital content with library discovery tools • Download ebooks in the Kindle format and compatibility with all generations of Amazon Kindle(exclusive to OverDrive) • Popular and educational streaming videos available through Kanopy(exclusive to OverDrive) • Digital magazines available through Zinio(exclusive to OverDrive) • Online music lessons from master musicians available through ArtistWorks(exclusive to OverDrive) • Integration with the institution's ILS for real-time patron authentication Asa result of the combination of the above referenced items,as well as OverDrive's continued innovation,market leadership, proven success,and secret processes,OverDrive is the sole vendor to offer these unique services and sought-after materials. Very truly yours, Steve Potash Founder&CEO OverDrive, Inc. World Headquarters I One OverDrive Way I Cleveland,Ohio 44125 USA P+1.216.573.6886 1 F+1.216.573.6888 1 www.overdrive.com Justification Form Final Audit Report 2025-10-13 Created: 2025-10-10(Central Daylight Time) By: Adam Gagnon(agagnon@roundrocktexas.gov) Status: Signed Transaction ID: CBJCHBCAABAAXFX7HcCEs4Tlw6fjxE4x77vu_5Ci30MD "Justification Form" History Web Form created by Adam Gagnon(agagnon@roundrocktexas.gov) 2025-03-03-4:41:22 PM EST Chi Brandon Rainer(brainer@roundrocktexas.gov)uploaded the following supporting documents: & Attach Vendor Proposal/Quote 2025-10-10-3:36:21 PM CDT Web Form filled in by Brandon Rainer(brainer@roundrocktexas.gov) 2025-10-10-3:36:21 PM CDT-IP address:71.42.191.10 E'y Email verification link emailed to Brandon Rainer(brainer@roundrocktexas.gov) 2025-10-10-3:36:23 PM CDT Email viewed by Brandon Rainer(brainer@roundrocktexas.gov) 2025-10-10-3:36:52 PM CDT-IP address:104.47.65.254 b© Approval verified by Brandon Rainer(brainer@roundrocktexas.gov) 2025-10-10-3:36:53 PM CDT-IP address: 104.47.65.254 Document emailed to Michelle Cervantes(mcervantes@roundrocktexas.gov)for signature 2025-10-10-3:36:54 PM CDT Email viewed by Michelle Cervantes(mcervantes@roundrocktexas.gov) 2025-10-13-7:05:34 AM CDT-IP address: 104.47.64.254 bo Document e-signed by Michelle Cervantes(mcervantes@roundrocktexas.gov) Signature Date:2025-10-13-7:06:03 AM CDT-Time Source:server-IP address:71.42.191.10 C'y Document sent to Adam Gagnon(agagnon@roundrocktexas.gov),Amanda Crowell (acrowell@round rocktexas.gov), Brandon Rainer(brainer@roundrocktexas.gov), David Carter (dcarter@roundrocktexas.gov), and 3 more for signature. One of them to sign 2025-10-13-7:06:06 AM CDT powered M Adobe Acrobat Sign Cp Email sent to Teresa Reddy(treddy@roundrocktexas.gov)bounced and could not be delivered 2025-10-13-7:06:37 AM CDT Email viewed by Amanda Crowell(acrowell@roundrocktexas.gov) 2025-10-13-7:09:12 AM CDT-IP address:71.42.191.10 Email viewed by Adam Gagnon(agagnon@roundrocktexas.gov) 2025-10-13-7:10:39 AM CDT-IP address:67.48.88.26 Email viewed by David Carter(dcarter@roundrocktexas.gov) 2025-10-13-8:07:12 AM CDT-IP address:71.42.191.10 Email viewed by Heather Foster(hfoster@roundrocktexas.gov) 2025-10-13-8:35:02 AM CDT-IP address:104.47.64.254 4© Document e-signed by Adam Gagnon(agagnon@roundrocktexas.gov) Signature Date:2025-10-13-10:22:31 AM CDT-Time Source:server-IP address:67.48.88.26 Q Agreement completed. 2025-10-13-10:22:31 AM CDT Pwmmd by Adobe -Pro-- I Acrobat Sign EXHIBIT B CITY OF ROUND ROCK AGREEMENT FOR DIGITAL LIBRARY SERVICES WITH OVERDRIVE,INC. THE STATE OF TEXAS § CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS: COUNTY OF WILLIAMSON § COUNTY OF TRAVIS § THAT THIS AGREEMENT for the purchase of digital content materials for the City's Public Library (referred to herein as the "Agreement"), is made and entered into on this the day of the month of , 2025 by and between the CITY OF ROUND ROCK, a Texas home-rule municipality, whose offices are located at 221 East Main Street, Round Rock, Texas 78664-5299 (referred to herein as the "City"), and OVERDRIVE, INC., whose offices are located at One OverDrive Way, Cleveland, Ohio 44125 (referred to herein as "Vendor"). RECITALS: WHEREAS, City desires to purchase digital content materials for the City's Public Library; and WHEREAS, expenditures that are for procurement of items from only one source, including books, papers, and other library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials, are exempt from competitive bidding requirements pursuant to Section 252.022 of the Texas Local Government Code; and WHEREAS, the City has determined that Vendor is a sole source provider for these goods and services; and WHEREAS, the parties desire to enter into this Agreement to set forth in writing their respective rights,duties,and obligations; NOW,THEREFORE, WITNESSETH: That for and in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is mutually agreed between the parties as follows: 4910-8863-5766/ss2 1.01 DEFINITIONS A. Agreement means the binding legal contract between City and Vendor whereby City is obligated to buy specified goods and services and Vendor is obligated to provide said goods and services. The Agreement includes the attached exhibit. B. City means the City of Round Rock, Williamson and Travis Counties,Texas. C. Effective Date means the date upon which the binding signatures of both parties to this Agreement are affixed. D. Force Majeure means acts of God, strikes, lockouts, or other industrial disturbances, acts of the public enemy, orders of any kind from the government of the United States or the State of Texas or any civil or military authority, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, hurricanes, storms, floods, restraint of the government and the people, civil disturbances, explosions, or other causes not reasonably within the control of the party claiming such inability. E. Goods and services mean the specified services, supplies, materials, commodities,or equipment. 2.01 EFFECTIVE DATE AND TERM A. This Agreement shall be effective on the date this Agreement has been signed by each party hereto and shall remain in full force and effect unless and until it expires by operation of the term indicated herein,or is terminated or extended as provided herein. B. The term of this Agreement shall be for sixty (60) months from the effective date hereof. C. City reserves the right to review the relationship with Vendor at any time and may elect to terminate this Agreement with or without cause or may elect to continue. 3.01 CONTRACT DOCUMENTS AND EXHIBITS The goods and services which are the subject of this Agreement are described in Exhibit "A,"attached hereto and incorporated herein by reference for all purposes. Exhibit"A,"together with this Agreement,comprise the total Agreement and they are fully a part of this Agreement as if repeated herein in full. 4.01 SCOPE OF WORK Vendor shall satisfactorily provide all services described under the attached Exhibit"A." Vendor's undertakings shall be limited to performing services for the City and/or advising City concerning those matters on which Vendor has been specifically engaged. Vendor shall perform 2 its services in accordance with this Agreement, in accordance with the appended exhibit, in accordance with due care, and in accordance with prevailing industry standards for comparable services. 5.01 CONTRACT AMOUNT In consideration for the goods and related services set forth in Exhibit"A,"City agrees to pay Vendor an amount not-to-exceed Nine Hundred Sixty Thousand and No/100 Dollars ($960,000.00)for the term of the Agreement. 6.01 INVOICES All invoices shall include,at a minimum,the following information: A. Name and address of Vendor; B. Purchase Order Number; C. Description and quantity of items received or services provided; and D. Delivery or performance dates. 7.01 NON-APPROPRIATION AND FISCAL FUNDING This Agreement is a commitment of City's current revenues only. It is understood and agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year if the governing body of City does not appropriate funds sufficient to purchase the services as determined by City's budget for the fiscal year in question. City may effect such termination by giving Vendor a written notice of termination at the end of its then current fiscal year. 8.01 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to Vendor will be made within thirty (30)days of the day on which City receives the performance, supplies, materials, equipment, and/or deliverables, or within thirty (30) days of the day on which the performance of services was complete, or within thirty (30) days of the day on which City receives a correct invoice for the performance and/or deliverables or services, whichever is later. Vendor may charge interest on an overdue payment at the "rate in effect" on September 1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas Government Code, Section 2251.025(b); however, this Policy does not apply to payments made by City in the event: A. There is a bona fide dispute between City and Vendor, a contractor, subcontractor or supplier about the goods delivered or the service performed that cause the payment to be late;or 3 B. The terms of a federal contract, grant, regulation, or statute prevent City from making a timely payment with federal funds; or C. There is a bona fide dispute between Vendor and a subcontractor or between a subcontractor and its supplier about the goods delivered or the service performed that causes the payment to be late; or D. Invoices are not mailed to City in strict accordance with instructions, if any, on the purchase order or the Agreement or other such contractual agreement. 9.01 GRATUITIES AND BRIBES City may, by written notice to Vendor, cancel this Agreement without liability to Vendor if it is determined by City that gratuities or bribes in the form of entertainment, gifts, or otherwise were offered or given by Vendor or its agents or representatives to any City officer, employee or elected representative with respect to the performance of this Agreement. In addition, Vendor may be subject to penalties stated in Title 8 of the Texas Penal Code. 10.01 TAXES City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be included in Vendor's charges. 11.01 ORDERS PLACED WITH ALTERNATE SERVICES PROVIDERS If Vendor cannot provide the goods as specified, City reserves the right and option to obtain the products from another supplier or suppliers 12.01 CITY'S REPRESENTATIVE City hereby designates the following representative authorized to act in its behalf with regard to this Agreement: Michelle Cervantes Library Director 200 E. Liberty Avenue Round Rock, Texas 78664 (512)218-7010 13.01 INSURANCE Vendor shall meet all City of Round Rock Insurance Requirements as set forth at: https://www.roundrocktexas.gov/wp-content/uploads/2024/12/CORR-Insurance-08-2024.pdf 4 14.01 RIGHT TO ASSURANCE Whenever either party to this Agreement, in good faith, has reason to question the other party's intent to perform hereunder, then demand may be made to the other party for written assurance of the intent to perform. In the event that no written assurance is given within the reasonable time specified when demand is made, then and in that event the demanding party may treat such failure as an anticipatory repudiation of this Agreement. 15.01 DEFAULT If Vendor abandons or defaults under this Agreement and is a cause of City purchasing the specified goods elsewhere, Vendor agrees that it may be charged the difference in cost, if any, and that it will not be considered in the re-advertisement of the service and that it may not be considered in future bids for the same type of work unless the scope of work is significantly changed. Vendor shall be declared in default of this Agreement if it does any of the following: A. Fails to fully, timely and faithfully perform any of its material obligations under this Agreement; B. Fails to provide adequate assurance of performance under the "Right to Assurance"section herein; or C. Becomes insolvent or seeks relief under the bankruptcy laws of the United States. 16.01 TERMINATION AND SUSPENSION A. City has the right to terminate this Agreement, in whole or in part, for convenience and without cause,at any time upon thirty(30)days' written notice to Vendor. B. In the event of any default by Vendor, City has the right to terminate this Agreement for cause,upon ten(10)days' written notice to Vendor. C. Vendor has the right to terminate this Agreement only for cause, that being in the event of a material and substantial breach by City, or by mutual agreement to terminate evidenced in writing by and between the parties. D. In the event City terminates under subsections (A) or (B) of this section, the following shall apply: Upon City's delivery of the referenced notice to Vendor, Vendor shall discontinue all services in connection with the performance of this Agreement and shall proceed to cancel promptly all existing orders and contracts insofar as such orders and contracts are chargeable to this Agreement. Within thirty (30) days after such notice of termination, Vendor shall submit a statement showing in detail the goods and/or services satisfactorily performed under this Agreement to the date of termination. City shall then pay Vendor that portion of the charges, if undisputed. The parties agree that Vendor is not entitled to compensation for services it would have performed under the remaining term of the Agreement except as provided herein. 17.01 INDEMNIFICATION Vendor shall defend (at the option of City), indemnify, and hold City, its successors, assigns, officers, employees and elected officials harmless from and against all suits, actions, legal proceedings, claims, demands, damages, costs, expenses, attorney's fees, and any and all other costs or fees arising out of,or incident to,concerning or resulting from the fault of Vendor, or Vendor's agents, employees or subcontractors, in the performance of Vendor's obligations under this Agreement, no matter how, or to whom, such loss may occur. Nothing herein shall be deemed to limit the rights of City or Vendor (including but not limited to the right to seek contribution)against any third party who may be liable for an indemnified claim. 18.01 CONFIDENTIALITY Each party agrees that it will not disclose to any third party or unauthorized personnel any information concerning the customers, trade secrets, methods, processes, procedures or any other confidential, financial or business information of the other party which it learns during the course of its performance of this Agreement, without the prior consent of the other party unless such disclosure is required by law. The parties recognize and understand that City is subject to the Texas Public Information Act and its duties run in accordance therewith 19.01 COMPLIANCE WITH LAWS,CHARTER AND ORDINANCES A. Vendor, its agents, employees and subcontractors shall use best efforts to comply with all applicable federal and state laws,the Charter and Ordinances of the City of Round Rock, as amended, and with all applicable rules and regulations promulgated by local, state and national boards,bureaus and agencies. B. In accordance with Chapter 2271,Texas Government Code,a governmental entity may not enter into a contract with a company for goods and services unless the contract contains written verification from the company that it: (1)does not boycott Israel; and(2)will not boycott Israel during the term of this contract. The signatory executing this Agreement on behalf of Vendor verifies Vendor does not boycott Israel and will not boycott Israel at any time during the term of this Agreement. C. In accordance with Chapter 2274,Texas Government Code, a governmental entity may not enter into a contract with a company with at least ten (10) full-time employees for a value of at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract has a provision verifying that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The signatory executing this Agreement on behalf of Vendor verifies Vendor does not have a practice, policy, guidance,or directive that discriminates against a firearm entity or firearm trade association, and it will not discriminate during the term of this Agreement against a firearm entity or firearm trade association. D. In accordance with Chapter 2274,Texas Government Code,a governmental entity may not enter into a contract with a company with at least ten (10) full-time employees for a value of at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract has a provision verifying that it: (1) does not boycott energy companies; and(2)will not boycott energy companies during the term of this Agreement. The signatory executing this Agreement on behalf of Vendor verifies Vendor does not boycott energy companies, and it will not boycott energy companies during the term of this Agreement. 20.01 ASSIGNMENT AND DELEGATION The parties each hereby bind themselves, their successors, assigns and legal representatives to each other with respect to the terms of this Agreement. Neither party shall assign, sublet or transfer any interest in this Agreement without prior written authorization of the other party. 21.01 NOTICES All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: 1. When delivered personally to the recipient's address as stated in this Agreement; or 2. Three (3) days after being deposited in the United States mail, with postage prepaid to the recipient's address as stated in this Agreement. Notice to Vendor: OverDrive, Inc. One OverDrive Way Cleveland, OH 44125 Notice to City: City Manager Stephanie L. Sandre,City Attorney 221 East Main Street AND TO: 309 East Main Street Round Rock, TX 78664 Round Rock,TX 78664 Nothing contained herein shall be construed to restrict the transmission of routine communications between representatives of City and Vendor. 22.01 APPLICABLE LAW; ENFORCEMENT AND VENUE This Agreement shall be enforceable in Round Rock, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein,exclusive venue for same shall lie in Williamson County,Texas. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. 23.01 EXCLUSIVE AGREEMENT This document, and all appended documents, constitutes the entire Agreement between Vendor and City. This Agreement may only be amended or supplemented by mutual agreement of the parties hereto in writing,duly authorized by action of the City Manager or City Council. 24.01 DISPUTE RESOLUTION City and Vendor hereby expressly agree that no claims or disputes between the parties arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9 USC Section 1-14)or any applicable state arbitration statute. 25.01 SEVERABILITY The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion or provision of this Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this Agreement. Any void provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the particular portion or provision held to be void. The parties further agree to amend this Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Agreement from being void should a provision which is of the essence of this Agreement be determined void. 26.01 MISCELLANEOUS PROVISIONS Standard of Care. Vendor represents that it employs trained, experienced and competent persons to perform all of the services, responsibilities and duties specified herein and that such services, responsibilities and duties shall be performed in a manner according to generally accepted industry practices. Time is of the Essence. Vendor understands and agrees that time is of the essence and that any failure of Vendor to fulfill obligations for each portion of this Agreement within the agreed timeframes will constitute a material breach of this Agreement. Vendor shall be fully responsible for its delays or for failures to use best efforts in accordance with the terms of this Agreement. Where damage is caused to City due to Vendor's failure to perform in these circumstances, City may pursue any remedy available without waiver of any of City's additional legal rights or remedies. Force Majeure. Neither City nor Vendor shall be deemed in violation of this Agreement if it is prevented from performing any of its obligations hereunder by reasons for which it is not responsible as defined herein. However, notice of such impediment or delay in performance must be timely given,and all reasonable efforts undertaken to mitigate its effects. Multiple Counterparts. This Agreement may be executed in multiple counterparts, any one of which shall be considered an original of this document; and all of which, when taken together, shall constitute one and the same instrument. [Signatures on the following page.] IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates indicated. �1 City of Round Rock,Texas OverDrrvVP'v, By: By: Printed Name: Print amer o Title: Title: Val n Date Signed: Date Signed: a Attest: By: Ann Franklin, City Clerk For City,Approved as to Form: By: Stephanie L. Sandre, City Attorney OverDrive OverDrive Digital library Reserve Order Form library Information Name of Library: Round Rock Public Library System Address:216 E. Main Ave. City,State/Province,Postal Code:Round Rock,TX 78664 Country: USA Primary Contact Name: Rhonda KumperTitle:Manager Telephone: 512-218-3283 Email:rkuiper@roundrocktexas.gov Accounting Contact(all invoices will be emailed to the contact listed below): Name:Brandon Rainer Title:Purchaser Telephone:512-341-3301 Email:brainer@roundrocktexas.gov Bill To Address:200 E. Liberty Avenue City,State/Province,Postal Code:Round Rock, Texas 78664 Country:USA OverDrive sends emails about promotions,new products and services. By checking this box,you consent to receiving OverDrive's communications and promotional emails to your Primary Contact email address. These emails also include an easy method to manage your subscription(s),including unsubscribing to future emails. Annual Fee My Library will be invoiced an Annual Fee of$12,000(USD).The Annual Fee includes an allocation of$8,000(USD)to use toward the selection of Digital Content. In addition to the Annual Fee,Library requests to be invoiced in the amount of$960,000.00 (USD)to be put on deposit with OverDrive for future Digital Content purchases. All payments due to OverDrive under this Agreement are due within thirty(30)days of presentation of invoice. OverDrive Terms and Conditions: The Initial Term of this Agreement shall be for a twenty four(24)month term,commencing on October 1,2025. This Agreement shall automatically renew for successive terms of twelve(12)consecutive month terms unless either party provides written notice of intention not to renew ninety(90)days prior to the expiration of the then-current term. OverDrive Digital Library Reserve is licensed pursuant to the OverDrive Digital Library Reserve Access Agreement, available at http://www.overdrive.com/dIr-aa.pdf,the terms of which are incorporated herein and may be modified from time to time. Acknowledgement and Acceptance: On behalf of my Library, I represent and warrant that I have the authority to enter into this Agreement and my signature below indicates my Library's agreement and acceptance of the OverDrive Digital Library Reserve Access Agreement. By(signature) Title Director Name(Print) Michelle Cervantes Date 11/10/2025 Please complete this order form and return by email to your OverDrive Account Manager. Thank you for your order! 02023 OverDrive,Inc. • One OverDrive Way • Cleveland,OH 44125 • P:+1216-573-6886 • F:+1216-573-6889 Page 1 of 1 Vendor states in included email to use this page from previous contract Exhibit "A" OverDrive MINI Library ft-Mures Included with Anmial Feee NP-iff r_ Thousands of classic eBooks from Project Gutenberg—free Web-based staff training to use collection development tools in OverDrive's Marketplace catalog of 700,000+pop ula r&education al eBooks,audiobooks,&video Magazines and comics a OEM Library-branded website plus system-wide update_s__ Authentication options Web-based staff training—lead by expert trainer(live) Web-based staff training—access to online Learning Center(recordings) Reporting module Customizable marketing resources to promote service to staff and community both inside& outside the library Secondary-level user support OverDrive apps for eBooks,audiobooks,video Support for Kindle*(US only),and!Pad*,plus all major devices Configuration and license fee Third-party licenses for digital rights management Maintenance,hosting&support services Bandwidth for all downloads Please complete this order form and return by fax to+1216-573-6889 or email to salesdOoverdrive.com. Thank you for your order 02020 OverDrive,Inc. One OverDrive Way Cleveland,OH 44125 P:+1216-573-6886 F:+1216-573-6889 Page 2 of 2